License Agreement
This License Agreement ("Agreement") is entered into on [Date], by and between:
[Licensee Name], with its principal place of business at [Licensee Address] ("Licensee"), and [Licensor Name], with its principal place of business at [Licensor Address] ("Licensor").
I. Background
The licensor, who is the individual or entity in possession of specific intellectual property rights, holds ownership of these rights which include a variety of different types, such as trademarks that are unique to their business or product, copyrights that give them exclusive rights to their original works, and trade secrets that they keep undisclosed for competitive edge. This list is not exhaustive and they may own additional types of intellectual property rights.
Licensee desires to obtain a license to use the aforementioned intellectual property, and Licensor is willing to grant such a license, subject to the terms and conditions set forth herein.
II. Grant of License
The Licensor in this agreement expressly and formally gives the Licensee the right to utilize the trademarks, copyrights, and patents that have been previously detailed within this contract. This license, however, does not grant exclusive rights to the Licensee but instead is non-exclusive, allowing the Licensor to grant similar rights to other entities as well. The granted rights are to be used by the Licensee strictly for the specific purposes of marketing and distribution, exclusively within the geographic limits of the United States, and for no other purposes beyond this.
III. Term
The tenure of this contract or Agreement commences its validity from the date it comes into effect, which has been specified. This Agreement will continue to stay in effect and remain valid until such time that its termination occurs, according to the provided clauses and stipulations within this very Agreement.
IV. Payment
Licensee agrees to pay Licensor a one-time fee of $10,000 for the use of the intellectual property, payable within 30 days of the effective date of this Agreement via wire transfer to the account specified by Licensor.
V. Use of Intellectual Property
Licensee shall use the intellectual property by the following guidelines:
The intellectual property shall be used only in connection with the specified purposes outlined in this Agreement.
Any modifications or adaptations of the intellectual property shall be approved in writing by the Licensor before use.
Licensee shall ensure that the intellectual property is represented accurately and appropriately, without misrepresentation or distortion.
Licensee shall refrain from using the intellectual property in any manner that could be deemed defamatory, offensive, or harmful to the reputation of the Licensor.
Licensee shall comply with any additional guidelines or specifications provided by the Licensor regarding the use of the intellectual property.
VI. Ownership
The individual or entity who is being given the license, hereby known as the Licensee, hereby affirms and agrees to the understanding that the individual or entity providing the license, referred to as the Licensor, is the only legal owner of the intellectual property that is involved. Furthermore, the Licensee agrees that they will not dispute or challenge the rights of the Licensor about this particular intellectual property.
VII. Confidentiality
Both parties involved in this Agreement have come to a mutual understanding that any proprietary or confidential information that may be disclosed during this Agreement has to be kept confidential. Furthermore, both parties agree that this particular information will only be used with the intent of fulfilling their respective obligations as they are stipulated in this Agreement.
VIII. Termination
If either parties involved in this contract notice a significant breach of the contract's conditions, they have the right to end the agreement. However, this can only happen after the party initiating the termination has issued a written notice to the other party about the detected breach. Following such termination obtained through this process, the party is entitled to the licensing rights.
IX. Governing Law
This agreement, including its terms, obligations, and clauses, is governed by the laws of the indicated jurisdiction regardless of any conflicting legal principles. Disputes from this agreement will be resolved as per the laws of the specified jurisdiction.
X. Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
[LICENSEE NAME]
[LICENSOR NAME]
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